Verde Clean Fuels, Inc. 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References in this Quarterly Report on Form 10-Q (this “Quarterly Report”) to “we,” “our,” “us,” “Verde,” “Verde Clean Fuels” or the “Company” refer to Verde Clean Fuels, Inc. (formerly known as CENAQ Energy Corp.). References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Special note regarding forward-looking statements This Quarterly Report includes “forward-looking statements” for the purposes of federal securities laws that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “continue,” “believe,” “anticipate,” “intend,” “plan,” “potential,” “possible,” “may,” “focused,” “might,” “predict,” “proposed,” “project,” “should,” “would,” “will,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: ● the financial and business performance of the Company; ● the ability to maintain the listing of the Class A common stock and the Verde Clean Fuels warrants on Nasdaq, and the potential liquidity and trading of such securities; ● the failure to realize the anticipated benefits of the Business Combination (as defined below) that the Company consummated in February 2023, which may be affected by, among other things, competition; ● the Company’s ability to develop and operate anticipated and new projects; ● the Company’s ability to obtain financing for any current and future projects; ● the reduction or elimination of government economic incentives to the renewable energy market; ● delays in acquisition, financing, construction and development of new or anticipated projects; ● the length of development cycles for new or anticipated projects, including the design and construction processes for the Company’s projects; ● the Company’s ability to identify suitable locations for new or anticipated projects; ● the Company’s dependence on suppliers; ● existing laws and regulations and changes to laws, regulations and policies that affect the Company’s operations; ● decline in public acceptance and support of renewable energy development and projects; ● demand for renewable energy not being sustained; ● impacts of climate change, changing weather patterns and conditions, and natural disasters; ● the ability to secure necessary governmental and regulatory approvals; ● the ability to qualify for federal or state level low-carbon fuel credits or other carbon credits; ● any decline in the value of federal or state level low-carbon fuel credits or other carbon credits and the development of the carbon credit markets; 23 ● risks relating to the Company’s status as a development stage company with a history of net losses and no revenue; ● risks relating to the uncertainty of success, any commercial viability, or delays of the Company’s research and development efforts including any study in which the Company participates that is funded by the Department of Energy or any other governmental agency; ● disruptions in the supply chain, fluctuation in price of product inputs, and market conditions and global and economic factors beyond the Company’s control; ● the Company’s success in retaining or recruiting, or changes required in, its officers, key employees or directors; ● the ability of the Company to execute its business model, including market acceptance of gasoline derived from renewable feedstocks; ● litigation and the ability to adequately protect intellectual property rights; ● competition from companies with greater resources and financial strength in the industries in which the Company operates; and ● the effect of legal, tax and regulatory changes. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors contained in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Overview Formation On July 29, 2020, Green Energy Partners, Inc. (“GEP”), formed by the Chief Executive Officer of Bluescape Clean Fuels Intermediate Holdings, LLC, a Delaware limited liability company (“Intermediate”), and an additional individual (the “Founders”), entered into an asset purchase agreement with Primus Green Energy, Inc. (“Primus”) to purchase the assets of Primus. The assets under the asset purchase agreement included a demonstration facility, a laboratory, office space and intellectual property including the patented STG+® process technology. GEP then assigned its rights under the asset purchase agreement to a newly formed subsidiary of Intermediate. Immediately following the closing of the asset purchase agreement, the Founders sold 100% of their membership interests to BEP Clean Fuels Holdings, LLC, a Delaware limited liability company (“BEP”) in exchange for agreeing to make the payments under the asset purchase agreement as well as other capital contributions and a contingent payment. BEP ultimately contributed the membership interests to Intermediate. Intermediate holds the acquired assets through Bluescape Clean Fuels, LLC. Since acquiring the assets from Primus, we have developed the use and application of the technology acquired to focus on the renewable energy industry. The Transactions On February 15, 2023 (the “Closing Date” or “Closing”), the Company consummated a business combination (the “Business Combination”) pursuant to that certain business combination agreement, dated as of August 12, 2022 (the “Business Combination Agreement”) by and among CENAQ Energy Corp. (“CENAQ”), Verde Clean Fuels OpCo, LLC, a Delaware limited liability company and a wholly owned subsidiary of CENAQ (“OpCo”), Bluescape Clean Fuels Holdings, LLC, a Delaware limited liability company (“Holdings”), Intermediate and CENAQ Sponsor LLC (“Sponsor”). Immediately upon the completion of the Business Combination, CENAQ was renamed as Verde Clean Fuels, Inc. The Business Combination is discussed further in Note 3 in the accompanying unaudited consolidated financial statements. 24 Pursuant to the Business Combination Agreement, (i) (A) CENAQ contributed to OpCo (1) all of its assets, excluding its interests in OpCo and the aggregate amount of cash required to satisfy any exercise by CENAQ stockholders of their redemption rights (the “Redemption Rights”), and (2) 22,500,000 shares of Class C common stock (the “Holdings Class C Shares”) and (B) in exchange therefor, OpCo issued to CENAQ a number of Class A common units of Opco (the “Class A OpCo Units”) equal to the number of total shares of Class A common stock issued and outstanding immediately after the Closing taking into account the private offering of shares of Class A common stock and warrants consummated contemporaneously with the Closing (the “PIPE Financing”) and the exercise of Redemption Rights (such transactions, the “SPAC Contribution”) and (ii) immediately following the SPAC Contribution, (A) Holdings contributed to OpCo 100% of the issued and outstanding limited liability company interests of Intermediate and (B) in exchange therefor, OpCo transferred to Holdings (1) 22,500,000 Class C common units of OpCo (the “Class C OpCo Units”) and the Holdings Class C Shares. The Business Combination was accounted for as a common control reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Business Combination was not a change in control of Intermediate. This determination reflects Holdings holding a majority of the voting power of Verde Clean Fuels, Intermediate’s pre-Business Combination operations being the majority post-Business Combination operations of Verde Clean Fuels, and Intermediate’s management team retaining similar roles at Verde Clean Fuels. Further, Holdings continues to have control of the Company’s Board of Directors through its majority voting rights. Under the guidance in Accounting Standards Codification (“ASC”) 805 “Business Combinations” (“ASC 805”), for transactions between entities under common control, the assets, liabilities, and noncontrolling interests of CENAQ and Intermediate are recognized at their carrying amounts on the date of the Business Combination. Under this method of accounting, CENAQ will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Intermediate issuing stock for the net assets of CENAQ, accompanied by a recapitalization. Subsequent to the Business Combination, the Company’s capital structure is comprised of shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”) and shares of Class C common stock, par value $0.0001 per share (the “Class C common stock”). Public stockholders, the Sponsor, and the investors in the PIPE Financing hold shares of Class A common stock and warrants to purchase shares of Class A common stock, and Holdings owns the Holdings Class C Shares and an equal number of Class C OpCo Units. Our Business We are a clean fuels company focused on the deployment of our innovative and proprietary liquid fuels processing technology through development of commercial production plants. Our synthesis gas (“syngas”)-to-gasoline plus (STG+®) process converts syngas derived from diverse feedstocks, such as natural gas or biomass, into fully finished liquid fuels that require no additional refining, such as reformulated blend-stock for oxygenate blending (“RBOB”) gasoline. Unlike many other gas-to-liquids technologies, not only can our STG+® process produce renewable gasoline from syngas, but we expect that it will be able to be applied at other production facilities to produce other end products, including methanol. We acquired our STG+® technology from Primus, a company established in 2007 that developed the patented STG+® technology to convert syngas into gasoline or methanol. Over $110 million has been invested in our technology, including our demonstration facility in New Jersey, which has completed over 10,500 hours of operation producing gasoline or methanol. Our demonstration facility represents the scalable nature of our operational modular commercial design which has fully integrated reactors and recycle lines and is designed with key variables, like gas velocity and catalyst bed length, at a 1-to-1 scale with our commercial design. 25 We are currently pursuing opportunities to deploy our technology through development of commercial production plants to deliver scalable and cost-effective gasoline, and we believe that the availability of disadvantaged, stranded or flared natural gas in various markets coupled with the economic upside and environmental impact of this resource presents an opportunity to deploy our STG+® process in order to process such natural gas feedstock into full finished liquid fuels. We have entered into a joint development agreement (the “JDA”) with Cottonmouth Ventures LLC (“Cottonmouth”), a wholly-owned subsidiary of Diamondback Energy, Inc. (“Diamondback”), for the proposed development, construction, and operation of a facility to produce commodity-grade gasoline using natural gas feedstock supplied from Diamondback’s operations in the Permian Basin. In addition to the project contemplated by the JDA with Cottonmouth, we are also evaluating other potential opportunities to deploy our technology in other producing basins with similar large quantities of disadvantaged, stranded or flared natural gas. In addition, we have adapted the application of our STG+® technology to process various biomass feedstocks into fully finished liquid fuels, including renewable gasoline. This adaptation requires a third-party gasification system to produce acceptable syngas from renewable feedstocks. Our proprietary STG+® system converts the syngas into gasoline. We have participated in carbon lifecycle studies to validate the scoring of carbon intensity, which we define as the quantity of greenhouse gas emissions associated with producing, distributing, and consuming a fuel, per unit of fuel energy (“CI”) and reduced lifecycle emissions (the greenhouse gas emissions associated with the production, distribution, and consumption of a fuel) of our renewable gasoline as well as fuel, blending and engine testing to validate the specification and performance of our gasoline product. Our carbon intensity score is based on an analysis styled after the Department of Energy’s Greenhouse gases Regulated Emissions, and Energy use in Technologies life-cycle analysis. We believe our renewable gasoline, when paired with carbon capture and sequestration, exhibits a significant lifecycle carbon emissions reduction compared to traditional petroleum-based gasoline. As a result, we believe our gasoline produced from renewable feedstock, such as biomass, will qualify under the federal renewable fuel standard (“RFS”) program for the D3 renewable identification number, which could have significant value. Similarly, gasoline produced from our process may also qualify for various state carbon programs, including California’s low carbon fuel standard. In addition to our initial focus on the production of renewable gasoline, we believe that there is opportunity to continue to develop additional process technology to produce middle distillates including lower-carbon diesel and aviation fuel. As with other government programs, the use requirements of the RFS program and other similar state-level programs are subject to change, which could materially harm our business strategy as well as any ability to operate profitably. As of September 30,2024, we are still in the process of developing our first commercial production facility and have not derived revenue from our principal business activities. “Clean” or “lower-carbon” as used in relation to our products refers to the lower CI, lower lifecycle emissions, and lower quantity of greenhouse gas emissions resulting directly from fuel combustion, relative to conventional gasoline derived from petroleum. “Renewable” as used in relation to our products refers to energy or fuel derived from biomass feedstock. Key Factors Affecting Our Prospects and Future Results We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including competition from other carbon-based and other non-carbon-based fuel producers, changes to existing federal and state level low-carbon fuel credit systems, and other factors discussed under the section titled “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, and Part II, Item 1A of this Quarterly Report. We believe the factors described below are key to our success. Commencing and Expanding Commercial Operations Concurrent with the Business Combination, Diamondback through its wholly-owned subsidiary, Cottonmouth, made a $20 million equity investment in Verde and entered into an equity participation right agreement pursuant to which Verde must grant Cottonmouth the right to participate and jointly develop facilities in the Permian Basin utilizing Verde’s STG+® technology for the production of gasoline derived from economically disadvantaged natural gas feedstocks. Diamondback is an independent oil and natural gas company headquartered in Midland, Texas, focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas. The production of gasoline from natural gas sourced from the Permian Basin is designed to allow Diamondback to mitigate the flaring of natural gas while also producing a high-margin product from natural gas streams that are subject to being price disadvantaged compared to other natural gas basins. 26 On February 6, 2024, Verde and Cottonmouth entered into the JDA, which provides a pathway forward for the parties to reach final definitive documents and final investment decision (“FID”). The JDA frames the contracts contemplated to be entered into between the parties, including an operating agreement, ground lease agreement, construction agreement, license agreement and financing agreements as well as conditions precedent to close such as FID. The expectation for the project is to produce approximately 3,000 barrels per day of fully-refined gasoline utilizing Verde’s patented STG+® process. We expect that the proposed facility, which is to be located in Martin County, Texas in the heart of the Permian Basin, could serve as a template for additional natural gas-to-gasoline projects throughout the Permian Basin and other pipeline-constrained basins in the U.S., as well as addressing flared or stranded natural gas opportunities internationally. On June 4, 2024, we announced the selection of Chemex Global, LLC (“Chemex”) as the contractor to spearhead the pre-front-end engineering and design (“FEED”) phase of the project contemplated by the JDA. With the selection of Chemex, FEED work commenced and is expected to be completed in mid-2025. In connection with entering into the JDA and the commencement of FEED, we began to incur development costs with respect to the project. Under the terms of the JDA, 65% of the approved development costs that we incur (which includes the FEED costs) are reimbursed by Cottonmouth. Upon FEED completion and reaching FID, it is anticipated that engineering, procurement and construction work will then commence, with the goal to complete construction in 2027 . In August 2023, we announced a non-binding carbon dioxide management agreement (the “CDMA”) with Carbon TerraVault JV HoldCo, LLC, a carbon management partnership focused on carbon capture and sequestration development formed between Carbon TerraVault, a subsidiary of California Resources Corporation (“CRC”), and Brookfield Renewable Partners. The CDMA was subsequently amended in December 2023 to extend the term to the earlier of entry into a binding, definitive agreement or December 31, 2024. Under the terms of the non-binding CDMA, we would construct a new renewable gasoline production facility at CRC’s existing Net Zero Industrial Park in Kern County, California, to capture carbon dioxide and produce renewable gasoline from biomass and other agricultural waste feedstock to help support the further decarbonization of California’s economy and its transportation sector. It is anticipated that the project could produce up to 7 million gallons per year of renewable gasoline for use as transportation fuel. In addition to the above, we have additional potential production facility development opportunities in early-stage due diligence. We have identified opportunities to produce gasoline from natural gas in other pipeline-constrained production areas as well as opportunities to produce renewable gasoline from biomass in locations with access to suitable feedstock, carbon sequestration, and markets. We believe the number of identified and planned potential production facilities bodes well for our potential growth. Successful Implementation of the first commercial facility A critical step in our business strategy will be the successful construction and operation of the first commercial production facility using our patented STG+® technology. We believe that the first commercial production facility could be operational as early as 2027. Protection and continuous development of our patented technology Our ability to compete successfully will depend on our ability to protect, commercialize and further develop our proprietary process technology and commercial facilities in a timely manner, and in a manner technologically superior to and/or are less expensive than competing processes. Key Components of Results of Operations We are an early-stage company with no revenues, and our historical results may not be indicative of our future results. Accordingly, the drivers of any future financial results, as well as any components thereof, may not be comparable to our historical or future results of operations. 27 Revenue We have not generated any revenue to date. We expect to generate a significant portion of our future revenue from the sale of renewable RBOB grade gasoline or gasoline derived from natural gas primarily in markets with federal and state level low-carbon fuel credit systems. Expenses General and Administrative Expense General and administrative expenses consist of compensation costs including salaries, benefits and share-based compensation expense, for personnel in executive, finance, accounting and other administrative functions. General and administrative expenses also include legal fees, professional fees paid for accounting, auditing and consulting services, and insurance costs. Following the Business Combination, we incurred and expect to continue to incur higher general and administrative expenses for public company costs such as compliance with the regulations of the U.S. Securities and Exchange Commission (the “SEC”) and the Nasdaq Capital Market. Research and Development Expense Our research and development (“R&D”) expenses consist primarily of internal and external expenses incurred in connection with our R&D activities. These expenses include labor directly performed on our projects and fees paid to third parties working on and testing specific aspects of our STG+® design and gasoline product output. R&D costs are expensed as incurred. We expect R&D expenses to grow as we continue to develop the STG+® technology and develop market and strategic relationships with other businesses. Contingent consideration Prior to the Business Combination, we had an arrangement payable to our Chief Executive Officer and a consultant whereby a contingent payment would become payable if certain return on investment hurdles were met within five years of an asset purchase arrangement. The contingent consideration was forfeited in connection with the Closing of the Business Combination. Other Income Other income primarily consists of interest and dividend income earned on our cash and cash equivalents balances. Income Tax Effects We hold 29.80% of the economic interest in OpCo, which is treated as a partnership for U.S. federal income tax purposes. As a partnership, OpCo generally is not subject to U.S. federal income tax under current U.S. tax laws. We are subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to our distributive share of the net taxable income (loss) and any related tax credits of OpCo. Intermediate was historically and remains a disregarded subsidiary of a partnership for U.S. Federal income tax purposes. As a direct result of the Business Combination, OpCo became the sole member of Intermediate. As such, OpCo’s distributive share of any net taxable income or loss and any related tax credits of Intermediate are then distributed to us. 28 Results of Operations Comparison of the three months ended September 30, 2024 and September 30, 2023 Three Months Ended September 30, 2024 2023 General and administrative expenses $ 2,693,490 $ 2,511,176 Research and development expenses 91,303 78,314 Total operating loss 2,784,793 2,589,490 Other (income) (291,385 ) (144,004 ) Interest expense - 67,430 Loss before income taxes 2,493,408 2,512,916 Income tax (benefit) - 119,186 Net loss $ 2,493,408 $ 2,632,102 General and Administrative General and administrative expenses increased approximately $0.2 million, or 7%, for the three months ended September 30, 2024 compared to the same period in 2023. The increase was primarily attributable to higher salaries and benefits of $0.2 million as a result of an increase in headcount. Research and Development R&D expenses for the three months ended September 30, 2024 were consistent with the same period in 2023. Other Income Other income increased approximately $0.1 million for the three months ended September 30, 2024 compared to the same period in 2023. The increase was primarily attributable to higher interest and dividend income earned from our money market investment, which was approximately $19.9 million as of September 30, 2024. Interest Expense Interest expense decreased approximately $0.1 million for the three months ended September 30, 2024 compared to the same period in 2023. The decrease was primarily attributable to our former land lease in Maricopa, Arizona, which was classified as a finance lease until the third quarter of 2023, at which time the lease was modified and reclassified to an operating lease. The lease was exited on December 31, 2023. See Note 5 in the accompanying unaudited consolidated financial statements for further information. Income Taxes There was no provision for income taxes for the three months ended September 30, 2024 due to a full valuation allowance that was recorded as of September 30, 2023, and maintained as of September 30, 2024. The income tax provision for the three months ended September 30, 2023 was due to changes in estimate related to our 2022 tax obligation. Comparison of the nine months ended September 30, 2024 and September 30, 2023 Nine Months Ended September 30, 2024 2023 General and administrative expenses $ 8,471,640 $ 9,234,697 Contingent consideration - (1,299,000 ) Research and development expenses 350,158 246,788 Total operating loss 8,821,798 8,182,485 Other (income) (953,721 ) (238,891 ) Interest expense - 236,699 Loss before income taxes 7,868,077 8,180,293 Income tax (benefit) (13,866 ) 119,186 Net loss $ 7,854,211 $ 8,299,479 29 General and Administrative General and administrative expenses decreased approximately $0.8 million, or 8%, for the nine months ended September 30, 2024 compared to the same period in 2023. The decrease was primarily due to $2.1 million of unit-based compensation expense recorded in the nine months ended September 30, 2023 associated with the accelerated vesting of all the outstanding series A incentive units and Founder incentive units as a result of the Business Combination. The decrease was partially offset by higher salaries and benefits expense of $0.6 million attributable to an increase in headcount, higher professional fees of $0.5 million and higher share-based compensation expense of $0.4 million associated with restricted stock units granted in April 2023 and stock options granted in April 2023 and May 2024. Contingent Consideration The $1.3 million change in contingent consideration for the nine months ended September 30, 2024 compared to the same period in 2023 reflects the reversal during the nine months ended September 30, 2023 of the remaining accrual made by Holdings for certain contingent payments due to a contractual forfeiture of the payments following the close of the Business Combination on February 15, 2023. See Note 2 in the accompanying unaudited consolidated financial statements for further information. Research and Development R&D expenses for the nine months ended September 30, 2024 increased approximately $0.1 million, or 42% compared to the same period in 2023. The increase was primarily due to higher salaries and benefits expense attributable to an increase in headcount. Other Income Other income increased approximately $0.7 million for the nine months ended September 30, 2024 compared to the same period in 2023. The increase was primarily attributable to higher interest and dividend income earned from our money market investment. Interest Expense Interest expense decreased approximately $0.2 million for the nine months ended September 30, 2024 compared to the same period in 2023. The decrease was primarily attributable to our former land lease in Maricopa, Arizona, which was classified as a finance lease until the third quarter of 2023, at which time the lease was modified and reclassified to an operating lease. The lease was exited on December 31, 2023. Income Taxes The income tax benefit for the nine months ended September 30, 2024 consisted of a refund received in connection with a previously paid income tax penalty. The income tax provision for the nine months ended September 30, 2023 was due to changes in estimate related to our 2022 tax obligation. 30 Liquidity and Capital Resources Liquidity As of September 30, 2024, we are still in the process of developing our first commercial production facility and have not derived revenue from our principal business activities. We do not expect to generate any meaningful revenue unless and until we are able to commercialize our first production facility. Since inception, we have incurred operating losses and generated negative operating cash flows primarily attributable to our ongoing general and administrative expenses and R&D activities. We measure liquidity in terms of our ability to fund the cash requirements of our development activities and our near-term business operations, including our contractual obligations and other commitments. Our current liquidity needs primarily involve general and administrative expenses and R&D activities for the ongoing development of our first commercial production facility. In connection with entering into the JDA with Cottonmouth, a subsidiary of Diamondback, we have begun to incur development costs with respect to the project, prior to reaching FID and entering into final definitive agreements, irrespective of whether these events occur. We plan to invest approximately $3 million, net of the reimbursement from Cottonmouth, for FEED costs in support of the Permian Basin natural gas-to-gasoline facility. As of September 30, 2024, we had cash and cash equivalents of $21.7 million. We expect that our current cash would be sufficient to continue funding ongoing general and administrative expenses and R&D activities prior to reaching FID for our first commercial production facility and for at least the next 12 months. We further expect that additional capital will be required, either in the form of equity or project finance, in order to continue development and construction of a commercial production facility. Summary Statement of Cash Flows for the Nine Months Ended September 30, 2024 and September 30, 2023 The following table sets forth the primary sources and uses of cash and cash equivalents for the periods presented below: Nine Months Ended September 30, 2024 2023 Net cash used in operating activities $ (6,655,262 ) $ (6,793,768 ) Net cash used in investing activities (450,764 ) (2,723 ) Net cash provided by financing activities - 37,495,502 Net (decrease) increase in cash, cash equivalents and restricted cash $ (7,106,026 ) $ 30,699,011 31 Cash Flows Used in Operating Activities Net cash used in operating activities decreased $0.1 million during the nine months ended September 30, 2024 compared to the same period in 2023. The decrease was primarily due to an increase in interest and dividend income and a decrease in cash paid for D&O insurance, mostly offset by higher operating expenses, including salaries and benefits and professional fees. Cash Flows Used in Investing Activities Net cash used in investing activities increased $0.4 million during the nine months ended September 30, 2024 compared to the same period in 2023. The increase was primarily attributable to development costs incurred in connection with the JDA upon commencement of the FEED in June 2024, partially offset by cash reimbursements for such capital expenditures received from Cottonmouth. See Notes 6 and 11 in the accompanying consolidated financial statements for further information. Cash Flows Provided by Financing Activities Net cash provided by financing activities was zero for the nine months ended September 30, 2024 compared to $37.5 million for the same period in 2023. Net cash provided by financing activities for the nine months ended September 30, 2023 consisted of the net proceeds received from the Closing of the Business Combination and PIPE Financing. Following the Business Combination and the Closing of the PIPE Financing, we received approximately $37.3 million in cash, net of approximately $10.0 million of transaction expenses and the repayment of approximately $3.8 million of capital contributions made by Bluescape Clean Fuels Holdings, LLC since December 2021. The gross amount, before expenses, was composed of approximately $19.0 million release from CENAQ’s Trust Account, after payment of approximately $158.8 million to public stockholders who exercised redemption rights (representing a redemption rate of approximately 89.3%), and $32.0 million of proceeds from the PIPE Financing. We also received $0.1 million from the CENAQ operating account. Commitments and Contractual Obligations Off-Balance Sheet Arrangements As of September 30, 2024, we have not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC. 32 Critical Accounting Policies and Estimates Our unaudited consolidated financial statements are based on the selection and application of significant accounting policies. The preparation of unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of expenses and allocated charges during the reporting period. Actual results could differ from those estimates. However, we are not currently aware of any reasonably likely events or circumstances that would result in materially different results. We describe our significant accounting policies in Note 3 – Significant Accounting Policies, of the notes to the consolidated financial statements included in our 2023 Form 10-K. We discuss our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Conditions and Results of Operations in our 2023 Form 10-K. Recent Accounting Pronouncements See Note 2 in the accompanying unaudited consolidated financial statements for information regarding recent accounting pronouncements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.